John Manzoni
KBRAbout Sir John A. Manzoni KCB
Sir John Manzoni, age 65, has served as an independent director of KBR since 2022, with committee roles on Audit and Sustainability & Corporate Responsibility . He is a former Permanent Secretary for the U.K. Cabinet Office and Chief Executive of the Civil Service, with prior CEO and C‑suite roles in energy, including Talisman Energy and BP; his qualifications emphasize finance, risk, and sustainability . He attended Imperial College London (B.S. Civil Engineering; M.S. Petroleum Engineering) and is a Sloan Fellow (M.S. Management) at Stanford, and holds an Honorary Doctorate from Aberdeen University .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| U.K. Government | Permanent Secretary, Cabinet Office; Chief Executive of the Civil Service; Chief Executive, Major Projects Authority | Not disclosed | Oversight of government execution and major projects |
| Talisman Energy Inc. | President & Chief Executive Officer | Not disclosed | Led global E&P operations |
| BP plc | Chief Executive, Refining & Marketing; Chief Executive, Gas & Power | Not disclosed | Senior leadership across downstream and gas/power businesses |
External Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Diageo plc | Chair; Audit Committee Member; Nomination Committee Member; Remuneration Committee Member | Not disclosed | Board leadership; audit and remuneration oversight |
| SSE plc | Chair; Energy Markets Risk Committee Member; Nomination Committee Chair; Remuneration Committee Member; Safety, Sustainability, Health & Environment Committee Member | Not disclosed | Board leadership; risk, nominations, remuneration, sustainability oversight |
| Mentors International | Chairman Mentors International (Mentor) | Not disclosed | Mentorship/leadership |
| National Centre for Universities and Business | Director | Not disclosed | Industry–academia engagement |
| Saïd Business School, University of Oxford | Global Leadership Council Member | Not disclosed | Academic advisory |
| Atomic Weapons Establishment (prior) | Chair | Not disclosed | Defense governance leadership |
| BP plc (prior) | Director | Not disclosed | Board service |
| Leyshon Energy Ltd (prior) | Chair | Not disclosed | Board leadership |
| SABMiller plc (prior) | Director | Not disclosed | Board service |
| Stanford GSB (prior) | Advisor | Not disclosed | Academic advisory |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Manzoni is independent .
- Committees: Audit (member) and Sustainability & Corporate Responsibility (member); Audit Committee members are each “financially literate” and qualify as “audit committee financial experts” .
- Attendance/Engagement: 100% attendance by Manzoni in 2024; Audit met 10 times, Sustainability met 4 times; committee member attendance was 100% across 2024 .
- Board Leadership: CEO/Chair roles combined effective post‑2025 meeting, with robust Lead Independent Director authority added to preserve independent oversight; 24 executive sessions held in 2024 without management present .
- Service limits: Directors may serve on no more than three other public boards; audit committee members may serve on no more than two other public-company audit committees .
- Say‑on‑Pay: 2024 say‑on‑pay support ~98%, indicating investor confidence in compensation/governance oversight .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (non‑executive directors) | $120,000 | Paid quarterly |
| Committee chair fees | Audit Chair $25,000; Compensation/Nominating/Cyber/Sustainability Chairs $20,000 each | Additional annual retainers |
| Lead Independent Director | Additional $45,000 | Effective May 2025 |
| Equity grant (non‑executive directors) | $170,000 in RSUs; vest in full after six months | Shares determined by $170,000 ÷ closing price on grant date |
| Manzoni 2024 compensation | Cash: $120,000; Stock awards: $170,015; Total: $290,015 | Per director compensation table |
| Deferrals | Non‑executive directors may defer cash/equity; cash may be converted to RSUs | KBR nonqualified elective deferral plan |
Performance Compensation
- KBR executive incentive design overseen by Compensation Committee; STI metrics include Adjusted EPS, Adjusted Operating Cash Flow, KPIs, and Zero Harm/Sustainability; LTI metrics include Relative TSR and Book‑to‑Bill (B2B) over three years .
| Metric | Weighting/Design | 2024 Outcome/Goal |
|---|---|---|
| Adjusted EPS (STI) | Primary financial metric for STI funding | Achieved $3.34 adjusted EPS; part of 107.1% financial metrics payout |
| Adjusted OCF (STI) | Cash generation focus | Achieved $462MM adjusted OCF; part of 107.1% financial metrics payout |
| KPIs (STI) | Individual, role‑specific metrics | KPI outcomes set per NEO; certified February 2025 |
| Zero Harm/Sustainability (STI) | 10% weighting; ME/SE/EE rating | Company maintained industry‑leading TRIR 0.050; 94% incident‑free days |
| Relative TSR (LTI) | Sustained measurement vs peer group; 50% LTI | 2022–2024 average TSR ranked 4th; payout 117.8% |
| B2B (LTI) | Annual targets, averaged over 3 years; 50% LTI | 2022–2024 average payout 158.3% |
Implication: Board’s compensation oversight ties a majority of executive pay to rigorous performance metrics (EPS, cash flow, TSR, B2B, sustainability), supporting pay‑for‑performance discipline .
Other Directorships & Interlocks
| Company | Role | Committees |
|---|---|---|
| Diageo plc | Chair | Audit; Nomination; Remuneration |
| SSE plc | Chair | Energy Markets Risk; Nomination (Chair); Remuneration; Safety/Sustainability/Health/Environment |
- KBR policy caps service on other public boards at three; audit committee members limited to two other public-company audit committees .
Expertise & Qualifications
- Board skills matrix: Manzoni’s key qualifications include C‑Suite, Finance, Risk, and Sustainability, aligned with KBR’s end markets and governance needs .
- Education: Imperial College London (B.S. Civil Engineering; M.S. Petroleum Engineering); Stanford University Sloan Fellow (M.S. Management); Honorary Doctorate (Aberdeen University) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Sir John A. Manzoni KCB | 9,723 | <1% | Beneficial ownership excludes unvested RSUs; class based on 132,435,609 shares outstanding |
| Director stock ownership guideline | 5x annual cash retainer within 5 years of joining | All directors serving ≥5 years are in compliance | |
| Hedging/Pledging | Prohibited for officers and directors | Anti‑hedging and anti‑pledging policies in force | |
| Director RSU vesting (annual grant) | RSUs vest in full after six months | Annual non‑executive director grant |
Governance Assessment
- Strengths: Independent status; 100% attendance; committee service on Audit and Sustainability; audit committee financial expert; robust independent oversight via new Lead Independent Director after CEO/Chair combination; strong investor support on say‑on‑pay (~98%) .
- Alignment: Director pay structure combines cash retainer with meaningful equity via RSUs; stock ownership guidelines require substantial holdings (5x retainer within five years); anti‑hedging/pledging policies reduce misalignment risk .
- Other boards/interlocks: Chairs of Diageo and SSE signal deep governance experience; KBR policy limits external commitments (≤3 public boards; ≤2 audit committees) to manage time/conflict risks; Manzoni’s roles appear within policy limits .
- Related‑party/conflicts: No related‑person transactions identified for fiscal 2024; Board reviews/approves any related‑party transactions using strict criteria .
- RED FLAGS to monitor: Combined CEO/Chair structure (post‑Annual Meeting) raises oversight risk; mitigated by formal Lead Independent Director authority and frequent executive sessions . UK energy/government network breadth (e.g., SSE; prior Atomic Weapons Establishment) suggests heightened perception risk on governmental engagements; no disclosed related‑party transactions to date .